What Are You
by Awesomo3000
Summary: After the Flim Flam Brothers' second failure in Ponyville, the Mane Six are willing to let it go. Fluttershy, though, isn't. After all their lying and swindling they've done to Applejack, her family and the citizens of Ponyville, she refuses to let them get off the hook this time. So on goes the mask...


**Hello, everybody, Awesomo3000 here and I'm finally back! **

**And after months of endless and painful revision, my exams are over! I'm free! FREE, I tell you! :D Oh, happy, happy days!**

**Anyway, I've been meaning to write this story for a while now, and now that I've officially finished with school, I've finally gotten round to doing it! This is based after the events of "Leap of Faith". As much as I like the Flim Flam Brothers, I was a bit annoyed that they didn't get their comeuppance after swindling the ponies of Ponyville two times in a row. So this is a humorous take on what happened after the episode. Keep in mind, this is all for fun, it's not meant to be taken seriously.**

**So without further ado, enjoy, read and review! :D**

The luminous red sun gradually sank down into the horizon, its rays beaming over the peaks of the distant hills and lighting up the apple fields in a shade of gleaming orange as Applejack helped her exhausted but cheerful granny and her younger sibling step out of the paddling pool. As they both grabbed their towels to dry off their soaked forms, her muscle-bound brother Big Mac came over and took the edge of the wooden pool in his teeth, lifting it up like it weighed nothing and walking away to empty it.

"Hot diggity, Applejack!" Granny Smith whooped, tugging her polka dot swimming cap off her head with a free hoof, "Now that there was the best darn bit a' swimmin' Ah ever done in fifty-eight years!"

"And all it took was finding the confidence in yerself, Granny Smith." The orange pony replied with a glowing smile, shaking her hooves dry of any leftover water.

"Ah'll bet we don't need ta worry 'bout them Flim Flam Brothers anymore, now that they've been run outta town twice." Apple Bloom added as she rubbed her drenched hair vigorously with her towel.

"Well Ah certainly hope so, Apple Bloom." Her elderly guardian said in a muffled voice, wiping her wrinkled face dry. As Applejack smiled warmly at her jubilant family, a voice called from behind her.

"Applejack, darling, are you alright?" The Element of Honesty turned her head to spot Rarity and Pinkie Pie running towards her across the fields, Twilight, Rainbow Dash and Fluttershy following them in the air. Smiling at the sight of them, Applejack left Apple Bloom and Granny alone with their towels and trotted over to her friends, who skidded to a halt in front of her.

"Howdy, girls, what're y'all doin' here?" she asked, her calm smile still present.

"We heard news that those awful Flim Flam Brothers were back in Ponyville again and we came as quick as we could to see if they hadn't tried to run you and your family out of business like last time." Rarity responded, a look of great concern planted on her face.

"Yeah, where are those jerk twins hiding anyway?" Rainbow demanded, bashing her hooves together in an aggressive manner, "When I get my hooves on them, I swear to Celestia I'm gonna…"

"They're gone, Rainbow," Came the calm interruption, "And from what Ah'm guessin', they won't be comin' back this time." Her response was met with five relieved but obviously surprised faces.

"Really? Well what were they here for this time? Was it another cider scam? Then again, it couldn't be 'cause it's not Cider Season yet. So what was it?" Pinkie Pie pestered persistently with perpetual and perplexed questions, "And why's the author adding so many Ps onto my speech descriptions for comedic effect?"

"Now just settle down, Pinkie Pie, an' Ah'll tell ya." Applejack chuckled in reply. And so she told them everything, from discovering their tonic scandal to Granny's physical rejuvenation to her informing everypony about the truth and Silver Shill quitting the Flim Flam business.

"Now that's something you must be very proud of, Applejack." Twilight finally spoke warmly, placing a gentle hoof on her friend's shoulder.

"Believe me, Twilight, Ah very much am." The cowgirl pony replied, smiling back at her.

"What about the Flim Flam Brothers?" asked Fluttershy curiously.

"They're long gone by now, Ah should think." Came the response, "And judgin' from how they've been run outta Ponyville twice, Ah doubt they'll be comin' back here anytime soon."

"But… they're still out there? Running their business in other places in Equestria?" Fluttershy asked again, seeming quite suspicious with her questions.

"Unfortunately Ah guess they are, probably bigger places this time like Manehatten or somethin'." Applejack replied once more, a touch of disappointment present in her voice.

"Well I hope they get shut down at some point!" Rainbow spat, crossing her forelegs across her chest angrily, "'Cause if those two fakes ever come back to Ponyville again, I'm gonna take that tonic bottle of theirs and shove it right down their…" Her threat was interrupted by Rarity harshly clearing her throat and gesturing her head towards Apple Bloom in the distance, helping Granny Smith out of her wet bathing suit.

"Rainbow, we don't like them or their swindling either, but I don't think violence is going to shut them down." Twilight said sternly.

"Yeah, don't be an even bigger Meanie-Mean-Pants than they are!" Pinkie added on. As much as she didn't want to accept it, her friends were right. Mumbling incoherently to herself, Rainbow reluctantly set herself on the ground and begrudgingly kicked at some dirt. Rarity trotted over to her muttering friend and placed a comforting hoof around her.

"Agreed, as much as I despise those barbarians and their lies, I in no way support any means of ferocity in order to put them out of business." She said gently to the pegasus, though she muttered "barbarians" and "lies" through clenched teeth. Finally Applejack broke the silence.

"Wait a minute, where's Fluttershy?"

Everypony stopped talking and looked around them inquisitively. Surely enough, their shy pegasus friend had disappeared.

"I guess she's gone home. I mean, it is getting pretty late." Twilight suggested, gazing at the red sun sinking into the horizon. As she looked at the sun, Applejack covered her mouth with a hoof and yawned into it.

"Now that Ah think about it, Ah should probably be hittin' the hay too." She said through her yawns before removing her hat and beginning to walk back towards the farm, "See y'all in the mornin', everypony." Bidding her goodnight, Twilight, Pinkie, Rainbow and Rarity all turned on their hooves and started making their way home back to Ponyville.

One pegasus however had no plans in sleeping.

xXxXx

Slamming open her door, the yellow pony stormed inside her silent cottage, ignoring the startled expressions from her beloved animal pets as she made her way up the stairs and to her bedroom. Her normally peaceful eyes were now narrowed, never blinking as she threw open the door and glanced over at her closet. Trotting over and wrapping her hoof around the wooden knob, she yanked it open and flipped through all the hung dresses she had worn for special occasions, including her bridesmaid dress and even the one for the Grand Galloping Gala, until she found the outfit she was searching for.

But it wasn't a dress.

"Alright, Flim and Flam." The pegasus spoke under her breath dangerously, glancing up at the can of black hairspray and eye shadow on the shelf suspended above her bedside table, "Tonight your tonic business goes down the drain…" With that, Fluttershy began slipping on the different parts of her outfit.

First the suit.

Next the boots.

Then the spiked wrist gauntlets.

Followed by the gloves.

Along with the utility belt.

And the cape.

Finally the mask.

Once she applied the eye shadow and sprayed her pink mane and tail entirely black, the winged pony regarded her new form in the mirror. The sweetness and tranquillity in her light blue eyes was gone, discarded and replaced by a stoic glare. Glancing at her new reflection, she stretched out her wings attached to the underside of the cape. Instantly the black material folded out, creating a jagged black triangle shape which enveloped her shadow on the ground entirely, save for her head. And it looked terrifying.

"Permanently."

xXxXx

Crammed.

No better word could describe the night streets of Manehatten.

No pony could make an attempt to cross the road without a taxi skidding to a stop next to them. The carts' roof lanterns were practically a blur in the road as crowds of ponies on the sidewalks pushed past one another frantically to reach their destinations, many of them muttering angrily under their breath and cursing anypony who may bump into their shoulder.

A seemingly endless line of ponies snaked down the street from a lone carrot dog stand, the one vender tiredly continuing his job nonetheless. His next customer at the front of the line stepped up to the stand and paid the right amount for a carrot dog, donning a blue and white jacket with a badge sewn onto the arms.

The writing on the badge read in red and white letters, "Flim Flam Bro Co.", along with a picture of their signature hairstyle with a straw hat to match.

The blue unicorn merely nodded with a small smile as he received his requested meal from the vendor and instantly made his way down the street, the carrot dog levitating in front of him in a sparkling blue aura. Shoving past the rushing ponies alongside him, he took a bite out of his food before turning a sharp right down an empty alley, tipped trash cans and flattened boxes making the pavement almost invisible underneath the scaffolding on the right building. Wiping his crumb-covered beard with the bun, the unicorn focused his eyes on the taxi stop at the end of the alley. He could've just walked the whole way to his destination, but frankly his hooves were too achy to carry him anywhere. And besides, he didn't want to be late.

What happened next came out of nowhere.

Something thick as wire suddenly coiled rapidly around his back ankle like a snake and yanked him up and off the ground. Dropping his meal, the unicorn's screams were drowned out by the blaring traffic and stampeding hooves on the streets as he was promptly pulled up, finally stopping at the second highest level of the scaffolding. Hanging upside down in mid-air, his ankle was seized aggressively by a hoof. The next thing he knew, the hyperventilating unicorn found himself staring directly at something in the shadowed scaffolding. Through his stinging watery vision from the wind, he could make out two pointy black ears, a light yellow mouth and a pair of piercing narrowed eyes.

"You're one of the punks who work for Flim and Flam, aren't you?" the mouth demanded in a low, dangerous voice. The unicorn didn't respond; he instead panicked, flailing his free limbs around in the air helplessly.

"Don't you dare lie to me. I'll know." The dark figure warned. Finally, the unicorn managed to push his fear aside and gasp out an answer.

"Y-Yes!"

"Where are they now?" The figure asked again. Freaking out once more, the unicorn waved his arms and free leg about, terrified.

"P-Please! Just let me go!" he cried.

"If you insist." Came the emotionless reply. With that, the unicorn screamed as he found himself watching the ground begin to rush up towards him rapidly. Fortunately for him, the wire wrapped around his ankle snapped tight, making him swing into the lower scaffolding and bang his head on the cold metal rails. As he rubbed the back of his head in pain, the unknown figure pulled at the wire around his ankle and lifted him up, bringing him face to face again.

"I can hurt you more than you can imagine." It snarled menacingly. Panicking once again, the unicorn immediately stopped rubbing his sore head and looked at the shadowy shape.

"Oh, my Celestia…" he gasped out before managing to speak clearly, "A-Are you a cop?" The figure's grip around his ankle tightened as it brought its face in closer.

"No. I'm worse." it replied in a low voice, "Now I won't tell you again; TALK!"

"Alright, alright! They're at the shipping yard on the west side of the city!" the unicorn finally confessed, "They're planning on loading crates of their new tonic onto boats to go to different places in Equestria!"

"Why?"

"They said something about their business flopping in Ponyville so they decided to deliver their tonic to other places with hopes they might get lucky there instead!" came the almost breathless reply, "I was on my way to help their workers load the crates! I swear, that's all I know, now please don't hurt me!"

"I can't guarantee that."

With that, the figure's grip on his ankle released. The unicorn screamed all the way down, shutting his eyes as he prepared for the inevitable. But it never came. Instead what came next was the wire tightening around his leg and his body lightly swaying in the breeze. He opened his eyes anxiously, discovering the ground an inch above his head.

When he looked back up towards the scaffolding though, the level on which the dark figure had stood was empty. His moment of stunned silence also made him fail to spot his taxi at the end of the alley pulling away without him.

xXxXx

The shipping yard was quiet.

The only sound to be heard over the distant noise of the bustling city was wooden crates knocking together and the tonic bottles inside clinking against one another. Unicorns wearing scarves, beanies and Flim Flam Bro Co. jackets were on the edge of the docks, levitating each crate down gently near a ramp leading onto the ready boat, where two large Earth ponies donning the same jackets loaded them on. A maze of metal containers, green and red, consumed the area in an oval barrier, the only source of light amongst the hard work being two lone lampposts each end of the oval.

Meanwhile, the duo owners of the company watched the shipping process from the window of their luxury trailer.

"How's the shipping coming along out there, Flim?" the moustachioed pony asked, levitating a comb with his magic and gently running it through his smart facial hair as he relaxed on the wide and comfortable couch.

"Why, it's coming along swimmingly, Flam," his identical twin responded with a proud smile, drawing the curtain back over the window, "Only a few more crates left to load and we'll be ready to ship out our tonic in the morning."

"Hopefully no other places in Equestria will have heard about our unsuccessful sales in Ponyville." Flam stated.

"Hypothetically."

"Theoretically."

Meanwhile, outside amongst the sound of the cool quiet sea breeze, the clanking of the loading crates finally ceased. One of the unicorns, by the name of Porter to be exact, mopped his forehead with an aching hoof as the Earth ponies stepped off the ship.

"'Kay, I think that's the last of them." He called out to his workmates, who all released a loud breath of relief.

"It ain't easy being henchponies." One of them muttered, earning a short chuckle from Porter before turning his attention to an orange unicorn.

"Hey, Freighter, go check the container and see if there's any more crates to load." Nodding in response, the bored-looking pony turned and trudged tiredly into an entry to the maze of containers.

"I sure hope this is all worth it in the end." One of the Earth ponies stated, stretching his sore forelegs from all the lifting, "I don't wanna have been slaving out here in the stinkin' dockyards for hours all for nothin'."

"Yeah, especially after the bosses' last bomb in Ponyville." The other replied in a snarky tone.

"Second bomb, for that matter." Porter couldn't help but interrupt. His wisecrack managed to gain a few laughs from the crew, but quiet enough in case Flim and Flam overheard them from the trailer.

The joke was short-lived.

A sudden cry of fear came from the container barrier, followed by the sound of struggling and a chilling bang on what sounded like metal. The silence was terrifying.

"W-Was that Freighter?" asked one of the unicorns, attempting badly to hide his slight terror. Porter had the exact same feeling as him.

"I-I don't know." He replied shakily, before turning to the Earth ponies, "Heavy Loader, Cargo, go check it out." With that, the two of them left their current positions and entered the container labyrinth, albeit very hesitantly. Every direction they turned looked the same, nonetheless they continued with their wandering. The green and red walls almost seemed to close in on them. The eerie sound of the breeze didn't do anything to help either. Heavy Loader sweated profusely as he swore he saw what looked like a flowing material disappear behind the corner of a container on his left.

"Hey, I found him!" The whisper/shout of his friend instantly snapped him out of his fright and he turned in the direction of Cargo's eyesight. There, in front of an open container door, unconscious and sprawled out on the ground with a very large bruise on the side of his head, was Freighter. Heavy Loader almost swore he saw a tiny bit of blood dripping from the injury, the sight of which only increased his paranoia.

"Who the hay could've done this?" He finally asked the question undoubtedly in both of their heads.

The unexpected sound of something colliding with Cargo's head and his out-cold body crumpling against the stone ground answered his question. The noise of which made Heavy Loader yelp in shock and jump back, practically digging his hooves into the ground. As the shock barely died down, the Earth pony saw something shimmering in the moonlight near Cargo's head. Scraping it up and balancing it on his hoof, he studied it curiously.

It was some sort of metal shuriken, but in the shape of a winged creature with pointy ears atop the head.

"What the…" was all the speech he could muster.

Until a tall silhouette in the reflection stepped in the way of the moon's shining light. When he looked up, all he had time to see was a black triangle with a head gliding straight at him, eyes narrowed dangerously.

The unicorns in the docking yard only shook more as Heavy Loader's screams echoed into the night.

"Okay, that settles it, s-s-something's definitely up!" Porter stuttered, his eyes darting rapidly along the barrier of the containers surrounding them.

"Buck this, I'm outta here!" one of the unicorn workers named Hauler cried, instantly making a dash at the containers and through an open gap.

"No, wait!" his buddy Pickup called anxiously, giving chase to the retreating pony.

Hauler, ignoring the protests, weaved in and out of the containers frantically, praying at least one of these directions would bring him to the exit. Until he ran past an opened container, where a pair of hooves shot out like vipers and seized his ankles, dragging him screaming into the pitch black interior. Only after the sounds of a few painful punches did his panicking go silent.

Dashing past contained after container, Pickup finally slowed down and let the eeriness of the atmosphere sink in. Lighting the tip of his horn in a bright blue aura, he gazed at his lit-up surroundings fearfully. A loud bang on one container to his right startled him, making him fire a beam in that direction in a panic. Silence took over again. Until the sound of hoofsteps behind him got his attention.

Spinning around in terror, Pickup prepared to fire another beam of magic at the disturbance, not caring what it was as long as he got rid of it. Until some kind of metal claw attached to a wire grasped the collar of his jacket forcefully. The next thing the unicorn knew, he was yanked forward and met with an excruciating punch to the face. His eyesight went blurry followed by darkness.

Only three unicorns left in the shipping yard.

All alone.

All terrified.

"Come on, guys, buck up!" Ported demanded, though he was just as frightened as his friends were, "There's gotta be something we can do about this!"

"Face it, there ain't nothing! We're doomed, it's as simple as that!" Came a whimpering response from one unicorn.

"C-Come on out, whatever the hay you are!" the third called out to the containers, fear evident in his vocal patterns nonetheless, "Ya don't scare us, ya freak!" For a while, the silence greeted them. Until a low feminine voice sounded behind them.

"Is that what they call me?"

Spinning around, none of the unicorns had time to make out the figure in front of them as it pounced. The conflict was intense. Porter shot a magic beam blindly at the figure, only for her to duck and the attack to accidently hit the unicorn behind her instead. One of the unicorns levitated an empty crate and hastily threw it at the back of the dark figure's head, only for her to swiftly grab it and launch it at Porter's head, knocking him to the ground facefirst. The third got up and tried to throw a punch at her, but his hoof got parried and her own two hooves simultaneously bashed both sides of his head, followed by an agonising buck to the chin. Back on his hooves again, Porter attempted a sneak attack from behind. That tactic failed as he found himself in a headlock and punched in the face by the figure's free hoof. His body instantly flopped to the ground like a fish, also out for the count. That just left the second unicorn worker left. Running at him and ducking under each beam he shot, the unclear figure grabbed the edge of her cape and swung it directly into the unicorn's vision. Temporarily disorientated, he waved the material out of his face and looked around wildly, searching for where she had gone. All he got in return was a backhoof to the face, knocking him unconscious too.

Everypony in the dockyard was down. Except for two particular ponies who had been watching the whole thing from the window of their trailer.

"We can't go out there, Flim!" the moustached unicorn panicked, quickly drawing the curtains with his green aura, "You saw what that… thing did to the workers!"

"You said it, Flam!" his twin responded, the endless sweat from his forehead ruining his nicely combed mane. The two of them grabbed each other fearfully, standing in the centre of the trailer as the sound outside grew deathly quiet. Neither made a sound nor moved a muscle.

The sound of shattering glass from the skylight above caused them to yelp as a pair of black hooves reached down and seized them by their collars. Their hindlegs flailing helplessly as they were lifted up and through the broken window with ease, the two unicorns were held down on the roof forcefully as their vision of their captor finally became clear.

The figure's suit was entirely black and covered her entire body with a thick material, joined by even thicker boots and gloves with triple spikes running down the sides like shark fins. Her flowing black mane protruded from the black cowl concealing her whole head, save for her pale yellow mouth, which also donned two pointed ears sticking up. Her long cape flowed ominously in the wind, allowing the light from the lampposts to light up the big yellow and black symbol on her chest: a bat.

And she looked terrifying.

"Face or legs? Which do I break first?" the mysterious pony questioned neutrally, as the identical unicorns stared up at her with sweat pouring down their faces fearfully. Ignoring his rapid breathing, Flam finally spoke up.

"Wh-What do you want from us?" He instantly regretted his question and immediately shielded his face with his free forelegs when the figure shot him an intense glance from the corner of her baby blue eyes.

"After all the lying and swindling you scumbags have been doing to innocent ponies, what I want is for you two to be shut down." She replied, not breaking her glare at the moustached pony.

"N-Now let's be reasonable about all this." Flim stuttered with a nervous smile, though still sweating profusely, "I understand that our business hasn't spoken entirely… ingenuously of our products in the past. But if you just let me and my brother go, I can assure you we can make it worth your while. I-If you want, that is." His smile instantly vaporised as the weight of the glaring figure's hooves on their chests became heavier. Her next reply came in two simple words:

"Not interested."

The next thing the pair of brothers knew, they found themselves spluttering for breath and being lifted completely off the ground in a hoof each.

"What… are you?" They managed to wheeze out simultaneously despite her tight grip on their necks. What came next was the last thing the unicorns heard before instantly slipping into unconsciousness from getting their heads bashed together. Two words that, though slightly silly, would haunt their dreams for years to come.

"I'm Batmare."

xXxXx

Inside Sugarcube Corner the next morning, the Mane Six, eyes all wide with great disbelief, gawked down at the newly-printed newspaper on the circular table in front of them. The main picture on the front was a photograph of a flashlight being shone on two knocked-out and battered ponies tied up and hanging upside down from a lone dockyard lamppost in the night.

The ponies? Flim and Flam.

And the headline: "FLIM FLAM COMPANY FLOPPED! Two-faced twins behind bars!"

"I can't believe this, they, it… I mean, they're really out of business this time!" Pinkie babbled, her eyes scanning the gigantic headline in shock over and over.

"And judging from those ghastly bruises on their heads, I'd say… extreme measures had to be taken." Rarity added, cringing at the sight of their injuries, "Why, I almost feel sorry for them."

"Finally, somepony thrashed those two jerkwads." Rainbow couldn't help but smirk slightly, "I'm just sad it wasn't me."

"Rainbow Dash, as much as I'm relieved that we don't have to worry about them trying to get lucky a third time here in Ponyville, I wouldn't say this was the right tactic to shut them down." Twilight scolded, still wincing at the battered brothers on the front photo.

"Well Ah don't know about you, Twilight," Applejack interrupted, "but I'm just happy them Flim Flam Brothers definitely won't be threatening my family or my apple business anymore." Then for the first time that morning, Fluttershy spoke:

"I agree. I mean, you said it yourself: Believing in something can help you do amazing things, but if that belief's based on a lie, eventually it's going to lead to _real trouble."_

**And that was it, fellow bronies! A fanfic on my favourite of the Mane Six dressed up as my favourite superhero! Please leave your reviews on this and be sure to check of my new poll on my profile! :D**

**And until my next story, Awesomo3000 out!**


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